Common use of No Solicitation of Competing Transaction Clause in Contracts

No Solicitation of Competing Transaction. (a) Neither the Guarantors, Shareholders, JVCo nor any JVCo Subsidiary or Affiliate of JVCo shall (and the Guarantors, Shareholders and JVCo shall cause the officers, directors, employees, representatives and agents of JVCo, each JVCo Subsidiary and each Affiliate of JVCo, including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate or participate in discussions or negotiations with, or provide any information to, any Person or group (other than Purchaser, any of its Affiliates or representatives) concerning any Acquisition Proposal. None of the Guarantors, Shareholders, JVCo or any JVCo Subsidiary shall enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, the Guarantors, Shareholders, JVCo and any JVCo Subsidiary shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and the Guarantors, Shareholders, JVCo and any JVCo Subsidiary shall request (or if any of them has the contractual right to do so, demand) the return of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection with any efforts to sell part or all of JVCo Group. For the purposes of this Section 7.5(a) it is agreed that, with respect to each Non-Controlled JVCo Subsidiary and the officers, directors, employees, representatives and agents of each Non-Controlled JVCo Subsidiary, the Guarantors, Shareholders and JVCo shall only be required to exercise such corporate power as they are entitled to exercise under the relevant applicable law in order to procure compliance by such persons with the covenants set out in this Section 7.5(a). (b) JVCo Board of Directors shall not (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Purchaser, its approval of this Agreement, (ii) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (iii) authorize JVCo or any JVCo Subsidiary to enter into any agreement with respect to any Acquisition Proposal.

No Solicitation of Competing Transaction. (a) Neither Initial Sellers, the Guarantors, Shareholders, JVCo Company or Company Subsidiaries nor any JVCo Subsidiary or Affiliate of JVCo their respective Affiliates shall (and the Guarantors, Shareholders and JVCo Sellers shall cause the officers, directors, employees, representatives Representatives and agents of JVCothe Company, each JVCo Subsidiary of Company Subsidiaries and each Affiliate of JVCotheir Affiliates, including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate or participate in discussions or negotiations with, or provide any information to, any Person or group (other than Purchaser, any of its Affiliates or representativesRepresentatives) concerning any Acquisition Proposalacquisition proposal. None of the GuarantorsInitial Sellers shall, Shareholdersand each of them shall cause the Company and Company Subsidiaries not to, JVCo or any JVCo Subsidiary shall enter into any agreement with respect to any Acquisition Proposalacquisition proposal. Upon execution of this Agreement, each Initial Seller shall, and shall cause the Guarantors, Shareholders, JVCo and any JVCo Subsidiary shall Company to immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoingforegoing and each Seller shall, and shall cause the Guarantors, Shareholders, JVCo and any JVCo Subsidiary shall Company or Company Subsidiaries to request (or if any either of them has the contractual right to do so, demand) the return of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection with any the Initial Sellers' efforts to sell part the Company or all Company Subsidiaries. Initial Sellers shall and shall cause the Company to immediately notify Purchaser of JVCo Group. For the purposes existence of this Section 7.5(aany proposal or inquiry received by the Company, Company Subsidiaries or Initial Sellers, and immediately communicate to Purchaser the terms of any proposal or inquiry which any of them may receive (and shall immediately provide to Purchaser copies of any written materials received by the Company, Company Subsidiaries and Initial Sellers in connection with such proposal, discussion, negotiation or inquiry) it is agreed that, with respect to each Non-Controlled JVCo Subsidiary and the officers, directors, employees, representatives and agents identity of each Non-Controlled JVCo Subsidiary, the Guarantors, Shareholders and JVCo shall only be required to exercise party making such corporate power as they are entitled to exercise under the relevant applicable law in order to procure compliance by such persons with the covenants set out in this Section 7.5(a)proposal or inquiry. (b) JVCo Board of Directors shall not (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Purchaser, its approval of this Agreement, (ii) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (iii) authorize JVCo or any JVCo Subsidiary to enter into any agreement with respect to any Acquisition Proposal.

No Solicitation of Competing Transaction. (a) Neither the Guarantors, Shareholders, JVCo Seller nor any JVCo Subsidiary or Affiliate of JVCo Seller shall (and the Guarantors, Shareholders and JVCo Seller shall cause the officers, directors, employees, representatives and agents of JVCo, each JVCo Subsidiary Seller and each Affiliate of JVCo, Seller including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate or participate in or initiate discussions or negotiations with, or provide any information to, any Person or group (other than PurchaserBuyer, any of its Affiliates or representatives) concerning any Acquisition Proposal. None of the GuarantorsSeller shall not approve or recommend, Shareholdersor propose to approve or recommend any Acquisition Proposal, JVCo or any JVCo Subsidiary shall enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, the Guarantors, Shareholders, JVCo and any JVCo Subsidiary Seller shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, foregoing and the Guarantors, Shareholders, JVCo and any JVCo Subsidiary Seller shall request (or if any of them Seller has the contractual right to do so, demand) the return or destruction of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection with any Seller’s efforts to sell part or all of JVCo Group. For the purposes of this Section 7.5(a) it is agreed that, with respect to each Non-Controlled JVCo Subsidiary Company and the officers, directors, employees, representatives and agents Related Assets. Seller shall immediately notify the Buyer of each Non-Controlled JVCo Subsidiary, the Guarantors, Shareholders and JVCo shall only be required to exercise such corporate power as they are entitled to exercise under existence of any proposal or inquiry received by Seller on or after the relevant applicable law in order to procure compliance by such persons with the covenants set out in this Section 7.5(a). (b) JVCo Board of Directors shall not (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Purchaser, its approval date of this Agreement, and Seller shall immediately communicate to the Buyer the terms of any proposal or inquiry which Seller may receive on or after the date of this Agreement (iiand shall immediately provide to the Buyer copies of any written materials received by Seller in connection with such proposal, discussion, negotiation or inquiry) approve and the identity of the party making such proposal or recommend or propose to approve or recommend, any Acquisition Proposal or (iii) authorize JVCo or any JVCo Subsidiary to enter into any agreement with respect to any Acquisition Proposalinquiry.

No Solicitation of Competing Transaction. (a) Neither the GuarantorsSeller, Shareholders, JVCo Seller Subsidiary nor any JVCo Subsidiary or Affiliate of JVCo thereof shall (and the Guarantors, Shareholders and JVCo Seller shall cause the officers, directors, employees, representatives and agents of JVCoSeller, each JVCo Seller Subsidiary and each Affiliate of JVCothereof, including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate or participate in or initiate discussions or negotiations with, or provide any information to, any Person or group (other than Purchaser, any of its Affiliates or representatives) concerning any Acquisition Proposal. None of the GuarantorsSeller shall not approve or recommend, Shareholdersor propose to approve or recommend any Acquisition Proposal, JVCo or any JVCo Subsidiary shall enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, the Guarantors, Shareholders, JVCo Seller and any JVCo Seller Subsidiary and their representatives shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, foregoing and the Guarantors, Shareholders, JVCo Seller and any JVCo Seller Subsidiary shall request (or if any of them Seller or Seller Subsidiary has the contractual right to do so, demand) the return of all documents, analyses, financial statements, projections, descriptions and other data previously previous furnished to others in connection with any efforts to sell part the Purchased Assets, Seller or all Seller Subsidiary. Seller shall immediately notify Purchaser of JVCo Group. For the purposes existence of this Section 7.5(aany proposal or inquiry received by Seller, Seller Subsidiary or their representatives and Seller shall immediately communicate to Purchaser the terms of any proposal or inquiry which may be received (and shall immediately provide to Purchaser copies of any written materials received by Seller in connection with such proposal, discussion, negotiation or inquiry) it is agreed that, with respect to each Non-Controlled JVCo Subsidiary and the officers, directors, employees, representatives and agents identity of each Non-Controlled JVCo Subsidiary, the Guarantors, Shareholders and JVCo shall only be required to exercise party making such corporate power as they are entitled to exercise under the relevant applicable law in order to procure compliance by such persons with the covenants set out in this Section 7.5(a)proposal or inquiry. (b) JVCo Neither Seller’s Board of Directors nor Seller Subsidiary’s Board of Directors shall not (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Purchaser, its the approval by such Boards of Directors of this AgreementAgreement or the Transactions or recommendation to their stockholders, (ii) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (iii) authorize JVCo Seller or any JVCo Seller Subsidiary to enter into any agreement (other than pursuant to this Agreement) with respect to any Acquisition Proposal. (c) Notwithstanding the foregoing clauses (a) and (b), Seller may engage in discussions with third parties for the sole purpose of the sale of Seller as a corporate shell and without any of the Purchased Assets if and only if the terms would include the consummation of the Transactions in accordance with the terms of this Agreement and Seller demonstrates that such transaction will not delay either the solicitation of proxies in favor of the Transactions or the consummation of the Transactions.

No Solicitation of Competing Transaction. (a) Neither Until June 30, 2003, neither the GuarantorsShareholder, Shareholders, JVCo the Company nor any JVCo Company Subsidiary or Affiliate of JVCo the Company shall (and the Guarantors, Shareholders and JVCo Company shall cause the officers, directors, employees, representatives and agents of JVCothe Company, each JVCo Company Subsidiary and each Affiliate of JVCothe Company, including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate or participate in discussions or negotiations with, or provide any information to, any Person or group (other than Purchaser, any of its Affiliates or representatives) concerning any Acquisition Proposal. None of the GuarantorsShareholder, Shareholders, JVCo the Company or any JVCo Company Subsidiary shall enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, the Guarantors, Shareholders, JVCo Shareholder and any JVCo Subsidiary the Company shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and the Guarantors, Shareholders, JVCo Shareholder and any JVCo Subsidiary the Company shall request (or if any of them has the contractual right to do so, demand) the return of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection with any the Shareholder's efforts to sell part or all of JVCo Groupthe Company. For the purposes of this Section 7.5(a) it is agreed that, with respect to each Non-Controlled JVCo Subsidiary The Company and the officersShareholder shall immediately notify Purchaser of the existence of any proposal or inquiry received by the Company or the Shareholder, directorsand the Company and the Shareholder shall immediately communicate to Purchaser the terms of any proposal or inquiry which any of them may receive (and shall immediately provide to Purchaser copies of any written materials received by the Company or any Shareholder in connection with such proposal, employeesdiscussion, representatives negotiation or inquiry) and agents the identity of each Non-Controlled JVCo Subsidiary, the Guarantors, Shareholders and JVCo shall only be required to exercise party making such corporate power as they are entitled to exercise under the relevant applicable law in order to procure compliance by such persons with the covenants set out in this Section 7.5(a)proposal or inquiry. (b) JVCo Subject to any applicable fiduciary duties of the Company, as advised in writing by outside counsel to the Company, and without limiting any rights of Purchaser hereunder, neither the Company's Board of Directors nor any committee thereof shall not (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Purchaser, its the approval by such Board of Directors or any such committee of this Agreement, (ii) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (iii) authorize JVCo or any JVCo Subsidiary the Company to enter into any agreement with respect to any Acquisition Proposal.

No Solicitation of Competing Transaction. (a) Neither the Guarantors, Shareholders, JVCo Seller nor any JVCo Subsidiary or ---------------------------------------- Affiliate of JVCo Seller shall (and the Guarantors, Shareholders and JVCo Seller shall cause the officers, directors, employees, representatives and agents of JVCo, each JVCo Subsidiary Seller and each Affiliate of JVCo, Seller including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate or participate in or initiate discussions or negotiations with, or provide any information to, any Person or group (other than PurchaserBuyer, any of its Affiliates or representatives) concerning any Acquisition Proposal. None of the GuarantorsSeller shall not approve or recommend, Shareholdersor propose to approve or recommend any Acquisition Proposal, JVCo or any JVCo Subsidiary shall enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, the Guarantors, Shareholders, JVCo and any JVCo Subsidiary Seller shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, foregoing and the Guarantors, Shareholders, JVCo and any JVCo Subsidiary Seller shall request (or if any of them Seller has the contractual right to do so, demand) the return or destruction of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection with any Seller's efforts to sell part or all of JVCo Group. For the purposes of this Section 7.5(a) it is agreed that, with respect to each Non-Controlled JVCo Subsidiary Company and the officers, directors, employees, representatives and agents Related Assets. Seller shall immediately notify the Buyer of each Non-Controlled JVCo Subsidiary, the Guarantors, Shareholders and JVCo shall only be required to exercise such corporate power as they are entitled to exercise under existence of any proposal or inquiry received by Seller on or after the relevant applicable law in order to procure compliance by such persons with the covenants set out in this Section 7.5(a). (b) JVCo Board of Directors shall not (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Purchaser, its approval date of this Agreement, and Seller shall immediately communicate to the Buyer the terms of any proposal or inquiry which Seller may receive on or after the date of this Agreement (iiand shall immediately provide to the Buyer copies of any written materials received by Seller in connection with such proposal, discussion, negotiation or inquiry) approve and the identity of the party making such proposal or recommend or propose to approve or recommend, any Acquisition Proposal or (iii) authorize JVCo or any JVCo Subsidiary to enter into any agreement with respect to any Acquisition Proposalinquiry.

No Solicitation of Competing Transaction. (a) Neither the Guarantors, Shareholders, JVCo nor any JVCo Subsidiary None of Parent or Affiliate of JVCo Seller shall (and the Guarantors, Shareholders Parent and JVCo Seller shall cause the officers, directors, employees, representatives and agents of JVCo, each JVCo Subsidiary Parent and each Affiliate of JVCo, Seller including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate or participate in or initiate discussions or negotiations with, or provide any information to, any Person or group (other than Purchaser, any of its Affiliates or representatives) concerning any Acquisition Proposal. None of the GuarantorsParent or Seller shall approve or recommend, Shareholdersor propose to approve or recommend any Acquisition Proposal, JVCo or any JVCo Subsidiary shall enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, the Guarantors, Shareholders, JVCo Parent and any JVCo Subsidiary Seller shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, foregoing and the Guarantors, Shareholders, JVCo Parent and any JVCo Subsidiary Seller shall request (or if any of them Parent or Seller has the contractual right to do so, demand) the return of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection with Parent or Seller's efforts in connection with such potential transaction. Parent and/or Seller shall immediately notify Purchaser of the existence of any efforts Acquisition Proposal or inquiry received by Parent and/or Seller, and Parent and/or Seller shall immediately communicate to sell part Purchaser the terms of any proposal or all inquiry which Parent and/or Seller may receive (and shall immediately provide to Purchaser copies of JVCo Group. For the purposes of this Section 7.5(aany written materials received by Parent and/or Seller in connection with such proposal, discussion, negotiation or inquiry) it is agreed that, with respect to each Non-Controlled JVCo Subsidiary and the officers, directors, employees, representatives and agents identity of each Non-Controlled JVCo Subsidiary, the Guarantors, Shareholders and JVCo shall only be required to exercise party making such corporate power as they are entitled to exercise under the relevant applicable law in order to procure compliance by such persons with the covenants set out in this Section 7.5(a)proposal or inquiry. (b) JVCo None of the Parent's or Seller's Board of Directors or any committee thereof shall not (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Purchaser, its the approval by such Board of Directors or any such committee of this AgreementAgreement or the Transactions, (ii) approve or recommend or propose to approve or recommend, recommend any Acquisition Proposal or (iii) authorize JVCo Parent or any JVCo Subsidiary Seller to enter into any agreement with respect to any Acquisition Proposal.

No Solicitation of Competing Transaction. (a) Neither None of the Guarantors, Shareholders, JVCo nor any JVCo Subsidiary Shareholders or Affiliate of JVCo their respective Affiliates shall (and the Guarantors, Shareholders and JVCo shall cause the Company, its Subsidiaries and their respective officers, directors, employees, representatives representatives, agents and agents of JVCo, each JVCo Subsidiary and each Affiliate of JVCoAffiliates, including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate or participate in discussions or negotiations with, or provide any information to, any Person or group (other than Purchaser, any of its Affiliates or representatives) concerning any Acquisition Proposalacquisition proposal. None Neither of the GuarantorsShareholders shall, Shareholdersand each of them shall cause the Company and its Subsidiaries not to, JVCo or any JVCo Subsidiary shall enter into any agreement with respect to any Acquisition Proposal. acquisition proposal. (b) Upon execution of this Agreement, each Shareholder shall, and shall cause the GuarantorsCompany and its Subsidiaries to, Shareholders, JVCo and any JVCo Subsidiary shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoingforegoing and each Shareholder shall, and shall cause the GuarantorsCompany and its Subsidiaries to, Shareholders, JVCo and any JVCo Subsidiary shall request (or if any either of them has the contractual right to do so, demand) the return of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection with any Shareholders’ efforts to sell part the Company. Shareholders shall, and shall cause the Company and its Subsidiaries to, immediately notify Purchaser of the existence of any proposal or all inquiry received by the Company, its Subsidiaries or Shareholders, and immediately communicate to Purchaser the terms of JVCo Group. For any proposal or inquiry which any of them may receive (and shall immediately provide to Purchaser copies of any written materials received by the purposes of this Section 7.5(aCompany, its Subsidiaries or any Shareholder in connection with such proposal, discussion, negotiation or inquiry) it is agreed that, with respect to each Non-Controlled JVCo Subsidiary and the officers, directors, employees, representatives and agents identity of each Non-Controlled JVCo Subsidiary, the Guarantors, Shareholders and JVCo shall only be required to exercise party making such corporate power as they are entitled to exercise under the relevant applicable law in order to procure compliance by such persons with the covenants set out in this Section 7.5(a)proposal or inquiry. (b) JVCo Board of Directors shall not (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Purchaser, its approval of this Agreement, (ii) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (iii) authorize JVCo or any JVCo Subsidiary to enter into any agreement with respect to any Acquisition Proposal.

No Solicitation of Competing Transaction. (a) Neither the Guarantors, Shareholders, JVCo Seller nor any JVCo Subsidiary or Affiliate of JVCo Seller shall (and the Guarantors, Shareholders and JVCo Seller shall cause the officers, directors, employees, representatives and agents of JVCo, each JVCo Subsidiary Seller and each Affiliate of JVCo, Seller including investment bankers, attorneys and accountants, not to), directly or indirectly, encourage, solicit, initiate or participate in or initiate discussions or negotiations with, or provide any information to, any Person or group (other than Purchaser, any of its Affiliates or representatives) concerning any Acquisition Proposal. None of the GuarantorsSeller shall not approve or recommend, Shareholdersor propose to approve or recommend any Acquisition Proposal, JVCo or any JVCo Subsidiary shall enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, the Guarantors, Shareholders, JVCo and any JVCo Subsidiary Seller shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, foregoing and the Guarantors, Shareholders, JVCo and any JVCo Subsidiary Seller shall request (or if any of them Seller has the contractual right to do so, demand) the return of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection with any Seller’s efforts to sell part the Business. Seller shall immediately notify Purchaser of the existence of any proposal or all inquiry received by Seller, and Seller shall immediately communicate to Purchaser the terms of JVCo Group. For the purposes any proposal or inquiry which Seller may receive (and shall immediately provide to Purchaser copies of this Section 7.5(aany written materials received by Seller in connection with such proposal, discussion, negotiation or inquiry) it is agreed that, with respect to each Non-Controlled JVCo Subsidiary and the officers, directors, employees, representatives and agents identity of each Non-Controlled JVCo Subsidiary, the Guarantors, Shareholders and JVCo shall only be required to exercise party making such corporate power as they are entitled to exercise under the relevant applicable law in order to procure compliance by such persons with the covenants set out in this Section 7.5(a)proposal or inquiry. (b) JVCo Neither Seller’s Board of Directors nor any committee thereof shall not (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to Purchaser, its the approval by such Board of Directors or any such committee of this AgreementAgreement or the Transactions, (ii) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (iii) authorize JVCo or any JVCo Subsidiary Seller to enter into any agreement with respect to any Acquisition Proposal.

No Solicitation of Competing Transaction. [(a) Neither the Guarantors, Shareholders, JVCo Parent nor any JVCo Subsidiary or Affiliate of JVCo the Parent shall (and the Guarantors, Shareholders and JVCo Parent shall cause the officers, directors, employees, representatives its Representatives and agents of JVCo, each JVCo Subsidiary Parent and each Affiliate of JVCoParent’s Affiliates, including investment bankers, attorneys attorneys, and accountants, accountants not to), directly or indirectly, encourage, solicit, initiate or participate in discussions or negotiations with, or provide any information to any Person or group (other than Acquiror, any of Acquiror’s Affiliates or any of their Representatives) concerning any Acquisition Proposal. Upon execution of this Agreement, the Parent shall immediately cease suspend pending Closing or termination of this Agreement any existing activities, discussions or negotiations with any Persons conducted heretofore with respect to any of the foregoing, including any such existing activities, discussions or negotiations with any Persons concerning the sale or other disposition of [Southern California]. the Businesses designated on Annex H attached hereto as SoCal. The Parent shall immediately notify the Acquiror of the existence of any proposal received by the Parent or any Affiliate of its Affiliates, and shall immediately inform the Acquiror of the terms of any such proposal or inquiry it may receive (and shall immediately provide to the Acquiror a copy of all written materials received by the Parent or any Affiliate of its Affiliates in connection with such proposal, discussion, negotiation or inquiry) and the identity of the Person making such proposal or inquiry. Notwithstanding the foregoing provisions of this Section 7.06, the Parent and its Affiliates and their Representatives and investment bankers may, directly or indirectly, encourage, solicit, initiate or participate in discussions or negotiations with, or provide any information to, any Person or group (other than Purchaser, any of its Affiliates or representatives) concerning any Acquisition Proposal. None of the Guarantors, Shareholders, JVCo or any JVCo Subsidiary shall enter into any agreement with respect to any Acquisition Proposal. Upon execution of this Agreement, the Guarantors, Shareholders, JVCo and any JVCo Subsidiary shall immediately cease any existing activities, discussions or negotiations with any parties conducted heretofore with respect to any of the foregoing, and the Guarantors, Shareholders, JVCo and any JVCo Subsidiary shall request (or if any of them has the contractual right to do so, demand) the return of all documents, analyses, financial statements, projections, descriptions and other data previously furnished to others in connection with any efforts to sell part or all of JVCo Group. For the purposes of this Section 7.5(a) it is agreed that, with respect to each Non-Controlled JVCo Subsidiary and the officers, directors, employees, representatives and agents of each Non-Controlled JVCo SubsidiaryReorganization, the Guarantors, Shareholders Debt Refinancings contemplated by Section 7.04 and JVCo shall only be required to exercise such corporate power as they are entitled to exercise under the relevant applicable law any other transaction contemplated by this Agreement and in order to procure compliance by such persons connection with the covenants set out in this Section 7.5(a). (btransactions identified on Annex I attached hereto.[(b) JVCo Neither the Board of Directors of Parent nor any committee thereof shall not (i) withdraw or modify, or propose to withdraw or modify, in a manner adverse to PurchaserAcquiror, its the approval of such Board of Directors or any such committee of this Agreement, (ii) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (iii) authorize JVCo Parent or any JVCo Subsidiary Affiliate to enter into any agreement with respect to any Acquisition Proposal.]